It has been 3 years since the heist from the first film at the three casinos owned by Terry Benedict (Andy Garcia).

Danny and Tess (George Clooney and Julia Roberts) live a life of suburban retirement under the assumed name of Diaz. They seem happy even though it is obvious that Danny longs for his previous life even going as far as to case a bank in which he is making a deposit. On the way home Danny calls Tess regarding dinner plans for their second third year wedding anniversary but the call is interrupted by Benedict who appears at their door. Tess ends the call with Danny but it is obvious that she has tipped him off with a code that they must have established in case Benedict were to ever find them. He tells her that he expects Danny and the others to return his stolen money....with interest. They have two weeks before he retaliates.

Rusty (Brad Pitt) is now owner of an unsuccessful luxury hotel. He receives a call on his cell phone from Benedict and bolts to his car but it explodes before he gets in it.

One by one all of the 11 participants in the Benedict heist are contacted. They all rendezvous to discuss their current predicament and how they might get out of it. Pooling all their money together they realize that they are quite a bit short having enough to pay back Benedict so they agree to take a few jobs overseas (they are way to hot to get a job in the US) in order to earn the money to repay him.

In Amsterdam they meet with a man named Matsui who sets them up with a job to steal a valuable antique bond. After realizing that the job poses several difficulties (namely that it is inaccessible) They come up with a plan to raise building with water pressure therefore elevating it to make the theft more seamless.

The next day the police are called and detective Isabel Lahiri (Catherine Zeta Jones) arrives on the scene and announces how the thief was able to gain access and even that Ocean's 11 were beaten to the punch by the notorious Night Fox.

Isabel is the ex lover of Rusty Ryan (Pitt) who left her years ago after he realized that she was close to figuring out that he committed a theft that she was investigating.

Now that Rusty and several of the guys have been identified by Isabel and the police they must disguise themselves in order to get out of the country.

Danny arrives in Rome and meets with François Toulour (Vincent Cassel) a famous European thief (Night Fox) who is responsible for blowing the eleven's cover to Benedict. He announces that it was merely a ploy to force Danny and Co. to accept a challenge to determine who was the better thief. It seems La Marque, a man credited with being the world's greatest thief, is Toulour's mentor and suggested to the young man that the only way that he could ever really know who the best was would be to challenge Danny and his team to steal an item and then see who is able to acquire it first. In return Danny would win enough money to pay back Benedict.

The item in question is chosen and it is the famous Faberge Egg from the Romanoff Dynasty. Danny and Rusty begin to methodically devise the perfect plan to steal the egg.

Isabel who is hot on their trail manages to nab Rusty's cell phone and is able to figure out their plans by checking his phone list and answering his phone when an associate of theirs calls.

On the day of the attempted theft Danny, Rusty, and most of the other 11 are intercepted before they can reach the museum and arrested by Isabel. In a plan to salvage the scheme Linus (Matt Damon) calls Tess and convinces her to come to Rome. Once she has arrived he outlines his plan to have her pose as Julia Roberts to get close enough to the egg so that he and Basher can pull some slight of hand. The plan however goes south when Bruce Willis sees Tess and realizes that it isn't Julia.

Now that they are all in jail, they are individually questioned by an Interpol agent and each one is asked to testify against the others. Linus realizing that he will spend a long time in jail if he doesn't squeal on them agrees to name the others in the Benedict theft. In a caravan escorting the eleven from the Italian prison we discover that Linus' mother is the agent and she has only come to help them escape from the jail.

Isabel who is following the caravan suspects that they are escaping and follows the car that Rusty is in. When they reach the airport Rusty asks her to join him in a short trip to meet her father who she thought was dead. When they arrive she is greeted by La Marque who turns out to be her long lost father. They embrace.

Danny and Tess make a quick stop at the house of François Toulour and request their money. Confused he gives them a step by step recap on how he was able to lift the egg but to his chagrin Danny announces that he stole a fake egg and that Ocean's 11 managed to steal the real egg from a courier days before and that the last few days have been a ruse to throw him off. He pays them the money which they forward to Benedict.

With promises that Danny will never try to rob him again we see a window cleaner outside of Benedicts office. When he turns around it is François Toulour.

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